• Abstract and Figures
• Public Full-text

PURE ENERGY HOLDINGS CORPORATION A corporation duly organized under the laws of the Republic of the Philippines 3rd floor JTKC Center, 2155 Don Chino Roces Ave., Makati City 1231 Telephone Number: (+632) 813-8892 to 97 http://www.pureenergy.com.ph/ This Prospectus relates to the initial public offering (“IPO”) on a primary basis of Pure Energy Holdings Corporation (“PURE”, the “Company” or the “Issuer”) of Nine Hundred Thirty Million (930,000,000) Common Shares (the “Firm Shares”) with a par value of Ten Centavos (P0.10) per share. An application is made for the listing of the Offer Shares (as defined below), together with the rest of the Shares of the Company, on the Main Board of The Philippine Stock Exchange, Inc. (“PSE”). The Offer Shares will be listed and traded on the Main Board of the PSE under the trading symbol “PURE”. The offer price is up to One Peso and Sixty-Two Centavos (P1.62) per share (the “Offer Price”) or an aggregate Offer Price of up to One Billion, Five Hundred Six Million, and Six Hundred Thousand Pesos (P1,506,600,000.00) (the “Firm Offer” or the “Firm Offering”). The Offer Price was determined by the Company in consultation with Abacus Capital & Investment Corporation (“Abacus Capital”), the Company’s Issue Manager and Underwriter. See “Determination of Offer Price” on page 60 of this Prospectus. The Firm Shares will represent 15.01% of the issued and outstanding Common Shares of the Company after the Firm Offer. All of the Firm Shares shall be primary shares to be taken from the existing authorized capital stock of the Company. No secondary shares shall form part of the Firm Offer. Subject to the approval of the SEC, the Company has granted Abacus Capital, an option exercisable in whole or in part during the Offer Period, to offer to the public additional shares of up to Five Percent (5.00%) of the Firm Shares, or 46,500,000 new common shares (the “Optional Shares”) on the same terms and conditions as the Firm Shares in the event that the demand for the Firm Shares exceed the actual shares being offered under the Firm Offer, (The Firm Shares and the Optional Shares are referred to as the “Offer Shares”, and the offer of the Offer Shares is referred to as the “Offer”). See “Plan of Distribution – The Over-Allotment Option” in this Prospectus. Assuming that the Over-Allotment Option is fully exercised, the Offer Shares will comprise 15.65% of the Company’s issued and outstanding shares. The Offer Shares will be issued out of the existing authorized capital stock of the Company of One Billion Pesos (P1,000,000,000.00) divided into Ten Billion (10,000,000,000) Common Shares with a par value of Ten Centavos (P0.10) per share. At present, there are Five Billion, Two Hundred Sixty-Four Million, and Three Hundred Seventy-Five Thousand (5,264,375,000) Common Shares that are issued and outstanding. Immediately after the completion of the Offer, the issued and outstanding Common Shares of the Company shall be Six Billion, One Hundred Ninety-Four Million, and Three Hundred Seventy-Five Thousand (6,194,375,000) Common Shares, or Six Billion, Two Hundred Forty Million, and Eight Hundred Seventy- Five Thousand (6,240,875,000) Common Shares should the Over-Allotment Option be fully exercised. The Company shall cause its existing stockholders who own at least Ten Percent (10.00%) of the outstanding shares of stock after the Offer to enter into an escrow agreement with an escrow agent not to sell, assign, or in any manner dispose of their shares for a period of 365 days commencing on the listing date. Furthermore, shares that were issued or transferred and fully paid within 180 days prior to the start of the Offer Period with a transaction price lower than that of the Offer Price shall likewise be locked up for at least 365 days from the full payment of said shares. Certain stockholders of the Company are subject to the lock-up requirement. See the subsection “Lock-Up” starting on page 66 of this Prospectus. i All Common Shares of the Company issued or to be issued pursuant to the Offer have, or upon issuance will have, identical rights and privileges. Please refer to subsection “Rights Relating to the Common Shares” starting on page 52 of this Prospectus. The Common Shares may be subscribed by eligible subscribers regardless of citizenship or nationality, subject to the limits prescribed by Philippine laws on foreign ownership in certain types of domestic companies. Please see the sections “Terms of the Offer” starting on page 23 of this Prospectus and “Philippine Foreign Investment, Exchange Controls, and Foreign Ownership” on page 204 of this Prospectus. The Company expects to raise gross proceeds of up to One Billion, Five Hundred Six Million, and Six Hundred Thousand Pesos (P1,506,600,000.00) from the Firm Offer, and net proceeds, after deducting the issue management and underwriting fees, registration and licensing fees, listing fees, taxes, and other related fees and expenses from the gross proceeds, are estimated to amount up to One Billion, Three Hundred Ninety-Five Million, Eight Hundred One Thousand, Two Hundred Seventy Pesos and 64/100 (P1,395,801,270.64). The net proceeds from the Firm Offer will be used for: (a) funding the equity portion of project financing; (b) pre-development expenses of hydropower projects; (c) acquisition of existing hydropower projects; and (d) operating and working capital purposes. In addition, the Company will receive net proceeds of approximately P70.85 million from the sale of the Optional Shares, assuming the full exercise of the Over-Allotment Option (after deducting fees and expenses payable), which will be added to the amount allocated to fund the equity portion of the Company’s project financing. The Company is authorized to distribute dividends out of its surplus profit, in cash, properties of the Company, shares of stock, and/or securities of other companies belonging to the Company. Dividends paid, in the form of cash or property, are subject to approval by the board of directors of the Company (“Board of Directors” or the “Board”). Dividends paid in the form of additional Common Shares are subject to the 2 approval of the Board of Directors and stockholders who own at least two-thirds ( /3) of the outstanding capital stock of the Company. Holders of outstanding Common Shares as of a dividend record date will be entitled to full dividends declared without regard to any subsequent transfer of such Common Shares. The Company has not declared any kind of dividend to its shareholders for the past three (3) years. On June 30, 2016, the Board of Directors approved its dividend policy that whenever unrestricted retained earnings are available, dividends equivalent to at least 20.00% of the prior year’s net income after tax based on the Company’s audited financial statements as of such year shall be declared for distribution to all shareholders, subject to compliance with provisions of applicable laws including all its conditions and restrictions, except when: (a) there is not enough cash that can cover a one (1) year’s operating capital level; (b) when the Company is prohibited under any loan agreement with any financial institution or creditor from declaring dividends without its consent, and such consent has not been secured; or (c) when it can be clearly shown that retention of earnings is necessary under special circumstances, such as when there is a need for special reserve for probable contingencies. Refer to the section “Dividends and Dividend Policy” on page 56 of this Prospectus. The information contained in this Prospectus is publicly available and has been supplied by the Company solely for the purpose of the Offer. Unless otherwise stated, the information contained in this Prospectus is as of November 28, 2016. All information contained in this Prospectus has been supplied by the Company, which accepts full responsibility for the accuracy and completeness of the information contained herein. The Company confirms that, after having made all reasonable inquiries, and to the best of its knowledge and belief, there are no other material facts, the omission of which would make any statement in this document misleading in any material respect. Neither the delivery of this document nor any sale made hereunder shall, under any circumstance, create any implication that the information contained herein is correct as of any time subsequent to the date hereof. Abacus Capital, as the Issue Manager and Underwriter, represents and warrants that it has exercised the level of due diligence required under existing regulations in ascertaining that all material information appearing in this Prospectus are true and correct as of the date indicated herein. Abacus Capital also warrants and represents that, to the best of its knowledge, and after exercising the appropriate due diligence review, there are no other material facts, the omission of which would make any statement in the Prospectus, as a whole, ii misleading. Except for failure to exercise the required due diligence review, Abacus Capital assumes no liability for any information supplied in this Prospectus. Abacus Capital will receive a transaction fee from the Company based on a percentage of the gross proceeds from the sale of the Shares. This is inclusive of the amounts to be paid to selling agents. Any Firm Shares left unsubscribed after the Offer Period will be underwritten by Abacus Capital on a firm commitment basis at the Offer Price pursuant to an underwriting agreement to be executed by and between the Company and Abacus Capital.

Load more

  216

Copy Link